NOTICE OF ANNUAL
GENERAL MEETING |
| Notice is hereby given that the annual general
meeting of shareholders of the Company will
be held in the Auditorium, on the 18th Floor,
55 Marshall Street, Johannesburg, on Monday,
30 March 2009 at 14:00, for the following
purposes: |
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| ORDINARY BUSINESS |
| 1. |
To receive, consider and adopt the annual
financial statements for the year ended
31 December 2008, together with the
report of the auditors. |
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| 2. |
To re-elect directors retiring by rotation
and who have been appointed during the
year and are retiring in terms of the articles
of association, and who are eligible and
offer themselves for re-election as directors
of the Company. |
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| Directors retiring by rotation: |
B A Khumalo
T A Wixley |
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| Directors appointed during the year: |
K D Dlamini
N F Nicolau |
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| Director appointed since the year end: |
| B Nqwababa |
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| 3. |
To appoint Deloitte & Touche as auditors of
the Company and to appoint Graeme Berry
as the designated auditor to hold office for
the ensuing year. |
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| SPECIAL BUSINESS |
| In addition, shareholders will be requested to
consider and, if deemed fit, to pass the following
special and ordinary resolutions with or without
amendment: |
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Special resolution No 1 |
| General authority to permit the
Company and/or its subsidiaries
to acquire shares in the Company |
| “RESOLVED THAT the Company and/or any of its
subsidiaries from time to time are hereby
authorised, by way of a general authority, to: |
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| (a) |
acquire ordinary shares of 10 (ten) cents
each (“ordinary”) issued by the Company in
terms of sections 85 and 89 of the
Companies Act, 1973, as amended (“the
Companies Act”), and in terms of the
Listings Requirements of the JSE Limited
(“the Listings Requirements”); and/or |
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| (b) |
conclude derivative transactions which may
result in the purchase of ordinary shares in
terms of the Listings Requirements; it being
recorded that such Listings Requirements
currently require, inter alia, that: |
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(1) |
the Company may make a general
repurchase of securities only if any
such repurchase of ordinary shares
shall be implemented on the main
board of the JSE Limited (JSE) or any
other stock exchange on which the
Company’s shares are listed and on
which the Company or any of its
subsidiaries may wish to implement
any repurchases of ordinary shares
with the approval of the JSE and any
other such stock exchange, as
necessary; |
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(2) |
this general authority shall only be
valid until the Company’s next annual
general meeting, provided that it shall
not extend beyond 15 months from
the date of passing of this special
resolution; |
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(3) |
the repurchase of ordinary shares may
not be made at a price greater than
10% (ten per cent) above the weighted
average of the market value of such
ordinary shares for the 5 (five) business
days immediately preceding the date
on which the transactions are effected;
however for purposes of repurchasing
ordinary shares to fulfil the requirements
of the Bonus Share Plan (“BSP”), the
shares will be acquired at market value
which is defined in the Rules of the BSP
as the volume weighted average price of ordinary shares traded on the JSE on
the relevant date of acquisition.
Repurchase and acquisition of shares
as per the terms of the BSP will be
acquired within the ambit of the
general authority, on a specific
acquisition date, so as to ensure that
BSP share repurchases will not be made
at a price greater than 10% of the
weighted average of the market value
of the shares for the preceding five
trading days. |
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(4) |
any derivative transactions which may
result in the repurchase of ordinary
shares must be priced as follows: |
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|
(i) |
The strike price of any put option
written by the Company may not
be at a price greater than that
stipulated in paragraph (3) above
at the time of entering into the
derivative agreement. |
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|
(ii) |
The strike price of any call option
may be greater than that
stipulated in paragraph (3) above
at the time of entering into the
derivative agreement, but the
Company may not exercise that
call option if it is more than 10%
“out of the money”. |
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|
(iii) |
The strike price of any forward
agreement may be greater than
that stipulated in paragraph (3)
above. |
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(5) |
when the Company and/or any of
its subsidiaries have cumulatively
purchased 3% (three per cent) of the
number of ordinary shares in issue on
the date of passing of this special
resolution (including the delta equivalent
of any such ordinary shares underlying
derivative transactions which may result
in the repurchase by the Company of
ordinary shares), and for each 3% thereof
in aggregate, acquired thereafter, an
announcement must be published as
soon as possible and not later than 08:30
on the business day following the day
on which the relevant threshold is
reached or exceeded, and the
announcement must comply with the
Listings Requirements; |
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(6) |
any general purchase by the Company
and/or any of its subsidiaries of the
Company’s ordinary shares in issue
shall not in aggregate, in any one
financial year, exceed 20% (twenty per
cent) of the Company’s issued ordinary
share capital.” |
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The reason for the special resolution is to obtain
a general approval in terms of the Companies
Act and the Listings Requirements to grant the
Company and/or any of its subsidiaries authority
to acquire ordinary shares in the Company and/
or conclude derivative transactions which may
result in the repurchase by the Company
of ordinary shares, inter alia to meet the
requirements of the Anglo Platinum Bonus
Share Plan.. The effect of the special resolution
will be to allow the Company and/or any of its
subsidiaries to acquire the Company’s ordinary
shares and/or conclude derivative transactions
which may result in the repurchase by the
Company of ordinary shares.
The intention of the Company’s Board is to: |
| • |
utilise the general authority if at some future
date the cash resources of the Company are
in excess to its requirements. In this regard,
the Board will take account of, inter alia, an
appropriate capitalisation structure for the
Company and the long-term cash needs of
the Company; and |
| • |
to meet the requirements of the Anglo
Platinum Bonus Share Plan. |
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| The Company’s Board has considered the
impact which a repurchase of up to a maximum
of 20% (twenty per cent) of the Company’s
issued ordinary share capital under a general
authority would have on the Company and the
Group and is of the opinion that: |
| • |
the Company and the Group will in the
ordinary course of business be able to pay its
debts; |
| • |
the assets of the Company and the Group
will be in excess of the liabilities of the
Company and the Group, calculated in
accordance with the accounting policies
used in the audited financial statements for
the year ended 31 December 2007; and |
| • |
the ordinary capital, working capital and
reserves of the Company and the Group will
be adequate for ordinary business purposes; |
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| for a period of 12 months after the date of this
notice of annual general meeting. |
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Ordinary resolution No 1 |
| Placing the unissued ordinary shares
under the control of the directors |
| “RESOLVED THAT, subject to the provisions of the
Companies Act, 1973, as amended, and
the Listings Requirements of the JSE Limited,
the authorised but unissued ordinary shares of
10 cents each in the share capital of the Company
(excluding for this purpose those ordinary shares
over which the directors have been given specific
authority to meet the requirements of the Anglo
Platinum share schemes) be and are hereby
placed at the disposal and under the control of
the directors, who are hereby authorised to allot
and issue such shares in their discretion to such
persons on such terms and conditions and at
such times as the directors may determine, which
authority shall only be valid until the Company’s
next annual general meeting.” |
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Ordinary resolution No 2 |
| Approval of the non-executive directors’
fees |
| “RESOLVED THAT: |
| • |
the annual fees payable to non-executive
directors of the Company be increased to
R145,000 per annum; |
| • |
the annual fee payable to the deputy
chairman of the Board be increased from the
rate of R230,000 per annum to R250,000 per
annum; |
| • |
the annual fee payable to the chairman of
the Board be increased from the rate
of R800,000 per annum to the rate of
R1,000,000 per annum; and |
| • |
the annual fees payable to non-executive
directors for serving on the committees of
the Board be as follows: |
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– |
Audit Committee: member’s fee to
increase from R75,000 per annum to
R80,000 per annum; chairman’s fee to increase from R110,000 per annum to
R115,000 per annum. |
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– |
Corporate Governance Committee:
member’s fee to increase from R55,000
per annum to R60,000 per annum;
chairman’s fee to increase from R90,000
per annum to R95,000 per annum. |
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– |
Nomination Committee: member’s fee
to increase from R55,000 per annum to
R60,000 per annum; chairman’s fee
to increase from R90,000 per annum to
R95,000 per annum. |
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– |
Remuneration Committee: member’s
fee to increase from R60,000 per annum
to R65,000 per annum; chairman’s fee to
increase from R100,000 per annum to
R105,000 per annum. |
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– |
Safety & Sustainable Development
Committee: member’s fee to increase
from R55,000 per annum to R60,000 per
annum; chairman’s fee to increase from
R90,000 per annum to R95,000 per
annum. |
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– |
Transformation Committee: member’s
fee to increase from R55,000 per annum
to R60,000 per annum; chairman’s fee to
increase from R90,000 per annum to
R95,000 per annum. |
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Ordinary resolution No 3 |
| Adoption and implementation of the
new Bonus Share Plan Incentive Scheme
(“BSP”) |
“RESOLVED THAT the Bonus Share Plan (“share
incentive scheme”) tabled at the meeting, as
formally approved by the JSE, initialled by the
chairman for purposes of identification and
requiring a 75% majority approval of all votes cast
in accordance with the JSE Listings Requirements
(Salient Features of the Scheme are set out in
Appendix A), be and is hereby approved and
adopted by the Company and that the directors
of the Company be and are hereby authorised
to take all the requisite steps necessary to
implement the share incentive scheme.
The Bonus Share Plan scheme rules will be
available for inspection to shareholders at the
registered office address of the Company:
Office 1330, 13th Floor, 55 Marshall Street,
Johannesburg, 2001, for a period of 14 (fourteen) days prior to the annual general
meeting to be held on 30 March 2009.” |
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Ordinary resolution No 4 |
| Specific authority conferred on the
directors placing the unissued ordinary
shares under the control of directors to
meet the requirements of the Bonus
Share Plan |
| “RESOLVED THAT, subject to the passing of
ordinary resolution No 3, and subject also to the
provisions of the Companies Act, 1973, as
amended, and the Listings Requirements of
the JSE Limited, the authorised but unissued
ordinary shares of 10 cents each in the share
capital of the Company comprising the ordinary
shares required to be purchased in the market
and allocated to participants in settlement of
the Bonus Share Plan be placed at the disposal
of and directly under the control of the directors
who are hereby authorised to allot and issue
such shares in their discretion to such persons,
on such terms and conditions and at such times
as the directors may determine in accordance
with the Rules of the Bonus Share Plan.” |
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Special resolution No 2 |
| Authorising financial assistance to be
granted by the Company for the
purchase of or subscription of shares to
meet the requirements of the Bonus
Share Plan |
“RESOLVED as a special resolution and subject
to the passing of ordinary resolutions 3 and 4,
that in accordance with section 38(2A) of the
Companies Act, as amended, the Company be
authorised to provide financial assistance for
the purchase of or subscription for shares in
respect of the Anglo Platinum Bonus Share Plan
(“BSP”) upon the terms expressly set out in the
Share Scheme Rules.”
The reason and effect of the special resolution is
to permit the Company to provide financial
assistance for the purchase of or subscription
for shares to give effect to the requirements and
implementation of the Anglo Platinum Bonus
Share Plan. |
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Ordinary resolution No 5 |
| Authority to sign documentation and
to give effect to the ordinary and special
resolutions |
| “RESOLVED THAT any one director or alternate
director of the Company be and is hereby
authorised to sign all such documents and to
do all such things as may be necessary for
or incidental to the implementation of the
abovementioned special and ordinary resolutions
to be proposed at the annual general meeting.” |
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| PROXY AND VOTING PROCEDURE |
Members of the Company who have not
dematerialised their shares or who have
dematerialised their shares with ‘own name’
registration are entitled to attend and vote at
the meeting and are entitled to appoint a proxy
to attend, speak and vote in their stead. The
person so appointed need not be a member of
the Company.
If certificated members or dematerialised
members with ‘own name’ registration are
unable to attend the annual general meeting
but wish to be represented thereat, they must
complete the attached proxy form.
In order to be effective, proxy forms shall be
delivered or posted to Computershare Investor
Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg, 2001, PO Box 61051,
Marshalltown, 2107, or at the offices of Capita
Registrars Limited, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU, England, so as
to reach these addresses not later than 14:00 on
Friday, 27 March 2009.
Members who have dematerialised their shares,
other than those members who have
dematerialised their shares with ‘own name’
registration, should contact their Central
Securities Depository Participant (CSDP) or
stockbroker: |
| • |
to furnish their CSDP or stockbroker with a
voting instruction; and |
| • |
in the event that they wish to attend the
meeting, to obtain the necessary authority
to do so. |
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| By order of the Board |
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 |
Jenny Meyer
Group Company Secretary
Anglo Platinum Limited
Johannesburg
5 February 2009 |
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| Particulars of the age, qualifications, Group
service, and/or business experience of the
directors who are subject to retirement by
rotation in terms of the articles of association
and who are eligible and available for
re-election to the Board of directors, appear in the Voting instruction form. |
